Bylaws

ARTICLE I – NAME
The name and title of this organization shall be the Illinois Academy of Physician Assistants, hereinafter referred to as IAPA or Academy.

ARTICLE II – PURPOSES OF THE ACADEMY
The purposes of this Academy are to render loyal and honest service to the medical profession and to the public, to develop and enforce continuing educational programs for the Physician Assistant concept through education of professional and lay people, and to promote similar interests in student societies, and any other purposes not prohibited by law. The constituent chapter is a part of the parent organization. The constituent chapters and their members must follow the philosophy of the parent organization. If they are unable to do so, they must work through the parent organization to change the philosophy by altering the organization’s constitution and Bylaws.

ARTICLE III – COMPOSITION OF THE ACADEMY
The Academy shall consist of fellow members and such other members as the Bylaws may provide.

ARTICLE IV – BOARD OF DIRECTORS
The Board of Directors (BOD), whose duties are executive and judicial, shall have charge of all property and all financial affairs of the academy, and shall perform such other duties as are prescribed by law governing the directors of corporations, or as may be prescribed in the Bylaws.

ARTICLE V – GENERAL MEMBERSHIP MEETING
The Academy shall hold an annual General Membership meeting during which there shall also be a business meeting of the Board of Directors.

ARTICLE VI – OFFICERS
The officers of this Academy shall be a President, President-Elect, Secretary, Treasurer, six regional directors and such other officers as the Bylaws may provide.

ARTICLE VII – DEFINITIONS
A Physician Assistant is any person who has graduated from a physician assistant training program approved by the IAPA Board of Directors or who meets the fellow membership status requirements of the American Academy of Physician Assistants.

This Academy shall be representative of all PAs and PA students within the State of Illinois. The mission of IAPA is to serve as the primary resource on and for the PA profession in the state of Illinois, committed to advocacy, education and the highest quality of patient care. The vision of IAPA is to be the premier organization for all PAs in Illinois, promoting professional development, empowering PAs to achieve their full scope of practice and become recognized leaders in health care.

ARTICLE I – MEMBERSHIP

Section 1: Eligibility. Membership in this organization shall consist of persons of good moral character who are cognizant of their obligation of the public who meet the requirements for membership prescribed by the Articles of Incorporation, these Bylaws, Policies and Procedures, and the Board of Directors of the Illinois Academy of Physician Assistants.

2.1 Fellow Members. Fellow membership in this organization shall be restricted to persons who are eligible to be classified as Fellow members of the American Academy of Physician Assistants. To be considered a fellow member in good standing, fellows must have no outstanding balances nor any sanctions outlined in Section 4 in progress or completed. Fellow members in good standing shall be

eligible to hold office and shall be entitled to one vote on each matter submitted to a vote of the voting members.

2.2 PA Student Members. Student members shall be individuals enrolled in a provisionally or fully accredited ARC-PA education program approved by the Board of Directors. These students shall be entitled to the privileges of the floor, but shall not be entitled to vote or hold office.

2.3 Pre-PA Student Members. Pre-PA student members are persons who may be interested in becoming a physician assistant but are not currently enrolled in a PA program. Pre-PA students may join IAPA but will not be entitled to privileges of the floor, to vote, or to hold office.

2.4 Business and Hospital Affiliate Members. Business and Hospital Affiliate members are organizations who desire to associate with the Academy and who are approved by the Board of Directors. These members shall be entitled to privileges of the floor, but shall not be entitled to vote or hold office.

2.5 Honorary Members. Honorary members shall be persons of distinction who have rendered outstanding service to the Academy or persons who have retired from active work. Such persons may be elected by the Board of Directors to Honorary membership. Honorary members shall be entitled to the privileges of the floor, but shall not be entitled to vote or hold office.

2.6 PA Program Members. PA Program members shall be any fully or provisionally accredited ARC-PA program. PA program members should designate one faculty member to be a PA program representative. Representatives need to be individual fellow members of the IAPA. PA programs members through their designated faculty representative shall be entitled to the privileges of the floor, but shall not be entitled to vote or hold office as a PA program member. However, designated PA program representatives who meet qualifications for IAPA fellow membership are still entitled to full fellow membership voting privileges in general IAPA business.

2.7 Physician Members – Physician members must be an Illinois licensed MD or DO physician. Physician members shall be entitled to privileges of the floor, but shall not be entitled to vote or hold office.

Section 3: Application for Membership. All applications for membership shall be made electronically or in writing using the standard application.

Section 4: Expulsion. Any member may be suspended or expelled for adequate reason by a 2/3 vote of the Board of Directors. A member proposed for suspension or expulsion must be given advance written notice including the reason for the proposed suspension or expulsion and forty-five (45) days to contest the expulsion in writing or in person before the Board of Directors. Notice must be provided in writing by mail, email or other electronic means. If the member contests the suspension or expulsion, the Board shall provide their decision to the member in writing by mail, email or other electronic means.

Failure to pay dues or meet criteria for membership is presumed to be adequate reason for suspension or expulsion and does not require advance written notice to the member or deliberation by the Board of Directors.

Any member who has been suspended, or expelled by the Board of Directors may appeal such action within six (6) months after notice given in writing by the Board of Directors. The Board of Directors shall designate a date, time and place for the hearing of the appeal, and after giving the appellant and representatives reasonable opportunity to be heard, shall by a majority vote either sustain or reverse such suspension or expulsion. The decision of the Board shall be final. Notice must be provided in writing by mail, email or other electronic means.

Section 6: Nondiscrimination. Membership in this Academy shall not be denied or abridged because of sex, color, creed, religion, race or ethnic origin.

ARTICLE II – MEETING OF MEMBERSHIP

Section 1: Annual Meeting. The IAPA shall hold an Annual Meeting of members each year during which reports of the affairs of the Academy will be presented. This often occurs at the Fall CME. The Board of Directors shall designate the date, time and place of the Annual Meeting and shall send written notice of the date, time and place of the Annual Meeting to all members entitled to vote no less than five (5) days and no more than sixty (60) days before the date of the meeting. Notice may be sent in writing by mail, email or other electronic means.

Section 2: Special Meetings. Special meetings of membership may be called by the Secretary at the request of the President or upon written request to the Secretary of at least 5% of members entitled to vote. Notice of the Special Meeting must be sent to all members entitled to vote, stating the date, time, place, and specific purpose or purposes of the Special meeting no less than five (5) days and no more than sixty (60) days before the date of the Special Meeting. Notice may be sent in writing by mail, email or other electronic means.

Section 3: Quorum. A majority of members eligible to vote present in person or by electronic means shall constitute a quorum at any meeting of the Academy.

Section 4: Special Notice Requirements. In the case of the removal of one of the directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, notice must be provided not less than twenty (20) nor more than sixty (60) days before the date of the meeting.

Section 5: Mail and Electronic Voting. All matters entitled to a vote may, at the discretion of the Board of Directors, be conducted in person, by mail, email, or any other electronic means. If electronic, voting must remain open for at least five (5) days from the date the ballot is delivered. Votes from a majority of members entitled to vote shall constitute a quorum for purposes of electronic voting.

ARTICLE III – ELECTIONS

Section 1: Eligibility to Vote and Hold Office. All fellow members in good standing shall have the right to vote and shall be eligible to hold office. Student Members in good

standing shall have the right to vote for the Student Representative on the Board of Directors.

Section 2: Nominating Committee. The Nominating Committee shall establish all rules and regulations governing the elections, subject to approval of the Board of Directors. The Nominating Committee shall be charged with nominating candidates for elected open positions within IAPA. Self-declaration or nominations for candidacy must be in writing and submitted to the Nominating Committee. If there is no candidate for any one of the offices, then the Nominating Committee will then be charged with nominating a candidate or candidates. The written consent of the person nominated must be presented to the Nominating Committee prior to that name being placed on the ballot.

Section 3: Election Process. Ballots for all open positions except the Board of Director’s Student Representative, will be sent out electronically to members in good standing eligible to vote. Ballots for the Student Representative shall be sent to all Student Members. Ballots will be sent by email or other electronic means by IAPA staff no later than December 1 and should be returned by the date designated by the Chair of the Nominating Committee, but no less than five (5) days from the date the ballot is delivered. Ballots will be tabulated by IAPA staff and verified by the chair of the Nominating Committee. Those elected will be decided by a majority of the votes cast. In the event of a tie, ballots for the position subject to the tie will be sent by email or other electronic means by IAPA staff and should be returned by the date designated by the Chair of the Nominating Committee, but no less than five (5) days from the date the ballot is delivered.

Section 4: Installation of Officers. Newly elected officers shall begin their term of office on January 1 following the annual election.

ARTICLE IV – BOARD OF DIRECTORS

Section 1: Composition of the Board of Directors. There shall be no fewer than twelve (12) and no more than seventeen (17) members of the IAPA Board of Directors, including the President, President-elect, Secretary, Treasurer, Immediate Past President, Six Regional Directors, Delegates to the AAPA House of Delegates, and Student Representative.

1.1 Executive Officers. The executive officers of the Academy shall be a President, President-elect, Secretary, Treasurer, and Immediate Past President.

1.2 Regional Directors. There shall be six Regional Directors elected to the Board.

1.3 AAPA House of Delegates Representatives. The President, President-Elect and Immediate Past President shall serve as delegates to the AAPA House of Delegates. Three delegates will be elected by the voting members of IAPA. In the event that an AAPA House of Delegates Representative is unable to serve, the President may choose another IAPA member to fill the vacancy at the House of Delegates meeting. If the AAPA apportions additional delegates to IAPA in accordance with AAPAs bylaws and rules of governance, these delegates shall be elected by voting members of the IAPA. In addition to representing IAPA at the

AAPA House of Delegates, these members will sit on the IAPA Board of Directors. AAPA HOD delegates must be AAPA members.

1.4 Student Representative. The students and faculty of each PA program currently select the two students to represent their program on the Board of Directors. Ideally a first year student and a second year student serve in these roles.

Section 2: Terms of Offices. The term of office for members of the Board of Directors shall be as follows:

2.1 Executive Officers. President (one year), President-elect (one year), Secretary (two years), Treasurer (two years), Immediate Past President (one year). The President-elect shall automatically succeed the preceding President as President of the Academy. The outgoing President shall remain on the Board of Directors for one year as Immediate Past President.

2.2 Regional Directors (two years) shall be elected from the following regions: Region 1, Region 2, Region 3, Region 4, Region 5, and Region 6. Regional Directors will be elected in alternate years according to the following schedule: Regions 1, 3, and 5 will be elected in the odd years and Regions 2, 4, and 6 will be elected in the even years.

2.3 IAPA Delegates to the AAPA House of Delegates: Two (2) years

2.4 Student Representative: One (1) year.

Section 3: Powers of the Board of Directors. In addition to the duties and responsibilities provided by Illinois statute, the Articles of Incorporation, and these Bylaws it is expressly declared that the Board of Directors shall have the following duties and responsibilities:

3.1. To provide from time to time for the management of the affairs of the Academy in such manner as it may deem necessary.

3.2. To determine the amount of annual dues and assessments and manner of payment.

Section 4: Term Limits. Members may serve on the Board of Directors for no more than two consecutive terms. After at least one year of absence, a member is eligible for re-election to the Board of Directors.

Section 5: Removal of a Board Member. Any Board member, except the Student Representative, may be removed for cause by a 2/3 affirmative vote of all members entitled to vote and present at the meeting. Notice must be provided in accordance with Article II Section 4.

Section 6: Resignation of a Board Member. A Board Member may resign at any time by written notice delivered to the Board of Directors or the President. A resignation is effective when the notice is delivered unless the notice specifies a future date, at which point the position shall be considered vacant.

Section 7 Vacancies on Board of Directors. In the event of vacancy in the office of President, the President-elect shall become the President to serve the unexpired term and shall serve his/her own, the successive term, as President. In the event of a vacancy in the office of the President-elect, the President shall assume the duties, but not the office of the President-elect. A special election shall be held within ninety (90) days of the said vacancy for the purpose of electing a new President-elect. All other vacancies occurring in the Board of Directors shall be filled for the unexpired time by a vote of the majority of the remaining members of the Board.

Section 8: Indemnification. Each person serving as an officer, member of the Board of Directors, member of the Executive Committee, or as a member of any IAPA committee shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any legal action or proceeding (including civil, criminal, administrative, or investigative proceeding) arising out of his or her service to the Academy or to another entity at the Academy’s request. This includes negligent acts or omissions arising out of the scope of the individual’s service, but excludes acts of gross negligence or willful, wanton, or malicious conduct.

Section 9: Duties of the Executive Officers.

9.1 President. The President shall preside at all business meetings of the Academy and of the Board of Directors. The President shall make a full report of the year’s activity to the membership at the end of the term. The President shall appoint all committees of the Board of Directors and shall designate the chairperson thereof, subject to approval of the Board of Directors. As an elected member of the IAPA, the President shall be a delegate to the AAPA House of Delegates.

9.2 President-elect. The President-elect shall preside at the meetings of the Academy and of the Board of Directors in the absence of the President and shall perform such other duties as shall be assigned by the President or the Board of Directors. The President-elect must be present at three-fourths (3/4) of all officially designated meetings or forfeit his/her position. The President-elect shall succeed to the office of the President at the expiration of the President’s term. The President-elect will organize and oversee, with the assistance of the nominations committee, all annual elections. As an elected member of the IAPA, the President-elect shall be a delegate to the AAPA House of Delegates

9.3 Secretary. The Secretary shall keep minutes of all meetings of the Academy and Board of Directors. Copies of the minutes of such meetings shall be submitted to members of the Board of Directors within thirty (30) days. The secretary shall perform such other duties as shall be assigned by the President or the Board of Directors.

9.4 Treasurer. The Treasurer shall be responsible for adequate and proper accounting of the properties and funds of the Academy. The Treasurer shall deposit or oversee deposit of all monies and with the President’s approval shall disburse or oversee disbursement of the Academy’s funds as approved by the Academy or the Board of Directors. The Treasurer shall make financial reports to

the Academy or the Board of Directors at each meeting and shall perform other such duties as may be prescribed by the President or the Board of Directors.

9.5 Immediate Past President. The Immediate Past President shall perform such duties as may be assigned by the President or Board of Directors.

ARTICLE VI – MEETING OF THE BOARD OF DIRECTORS

Section 1: The Board of Directors shall hold meetings at such time and at such places as shall be designated by the President, but in no event shall there be less than two (2) such meetings in any calendar year. A majority of the Board of Directors voting members shall constitute a quorum for the purpose of transacting business.

Section 2: Special meetings of the Board of Directors may be called by the Secretary at the request of the President, or upon written request to the President of at least twenty-five percent (25%) of the members of the Board of Directors. Notice of the Special Meeting shall be sent to all Board Members stating the date, time and place of the special meeting. Notice of special meetings may be sent by mail, email, or other electronic means no less than two (2) days and no more than twenty-eight (28) days prior to said meeting.

Section 3: Electronic Meetings. Meetings of the Board of Directors may be held in person, by teleconference, or other electronic means whereby all persons participating can communicate with each other.

ARTICLE VIII – COMMITTEES

Section 1: The standing committees of the IAPA shall be Membership, CME, Nominating, Student. Committees can always be added as deemed appropriate by the Board of Directors. Chairs of the various committees shall be appointed by the President with consent of the Board of Directors.

Section 2: Each committee shall be responsible for the performance of the duties and functions delegated to it by the Board of Directors or the President.

Section 3: Standing committees shall hold regular meetings and make periodic written reports to the Board of Directors.

ARTICLE IX – AMENDMENTS

Section 1: Amendments to Bylaws. A proposal for the amendment or repeal of existing Bylaws shall be initiated by the Board of Directors.

Section 2. Member Comment Period. Any proposed changes to the Bylaws must be sent in writing by email or other electronic means to all members entitled to vote. Members will be given thirty (30) days to review and comment on proposed bylaw changes. All comments will be sent in writing by email or other electronic means to the Executive Director, who will notify the Executive Committee of submitted comments. Once the comment period has ended, the Executive Committee shall approve a final version of the amendment(s).

Section 3: Notice of Amendments. A written copy of the final proposed amendment(s) to the Bylaws shall be sent in writing by mail, email or other electronic means to all members entitled to vote. All notice requirements outlined in Article II shall apply to Amendments to the Bylaws.

Section 4: Vote on Amendments. A quorum of members outlined in Article II Section 3 constitutes a quorum for purposes of voting on amendments to the Bylaws. A majority vote in favor of the proposed amendment(s) will constitute approval of the amendment(s) to the Bylaws. All voting requirements outlined in Article II shall apply to Amendments to the Bylaws.